UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2017
Government Properties Income Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-34364 |
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26-4273474 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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Two Newton Place, 255 Washington Street,
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02458-1634 |
(Address of Principal Executive Offices) |
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(Zip Code) |
617-219-1440 |
(Registrants Telephone Number, including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
In this Current Report on Form 8-K, the term the Company refers to Government Properties Income Trust.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2017, following the annual meeting of shareholders of the Company, the Companys Board of Trustees appointed Ms. Elena Poptodorova to its Audit, Compensation and Nominating and Governance Committees. All of the Trusts other Independent Trustees also continue to serve on those committees. Ms. Poptodorova was previously elected to the Board on February 21, 2017.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of the Company held on May 17, 2017, the Companys shareholders elected Jeffrey P. Somers as the Independent Trustee in Class II of the Board of Trustees for a three year term of office until the Companys 2020 annual meeting of shareholders and to serve until his successor is elected and qualifies. Mr. Somers received the following votes:
For |
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Withhold |
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Broker Non-Votes |
30,721,806 |
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11,807,132 |
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22,688,386 |
The Companys shareholders also elected Barry M. Portnoy as the Managing Trustee in Class II of the Board of Trustees for a three year term of office until the Companys 2020 annual meeting of shareholders and to serve until his successor is elected and qualifies. Mr. Portnoy received the following votes:
For |
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Withhold |
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Broker Non-Votes |
27,268,591 |
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15,260,347 |
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22,688,386 |
The Companys shareholders also voted on a non-binding advisory resolution on the compensation paid to the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement relating to the Companys 2017 annual meeting of shareholders. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
26,764,228 |
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15,055,728 |
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708,982 |
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22,688,386 |
The Companys shareholders also voted on a non-binding advisory vote on the frequency of future shareholder advisory votes to approve executive compensation. This proposal received the following votes:
One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
32,789,318 |
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488,004 |
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8,837,808 |
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413,808 |
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22,688,386 |
Consistent with the shareholder vote, the Board of Trustees has determined that it will hold a non-binding, advisory vote on the compensation paid to the Companys named executive officers every year. The Board of Trustees may, in its discretion, determine to change the frequency with which the Company holds this vote.
The Companys shareholders also ratified the appointment of Ernst & Young LLP as the Companys independent auditors to serve for the 2017 fiscal year. This proposal received the following votes:
For |
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Against |
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Abstain |
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Broker Non-Votes |
63,452,788 |
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1,126,370 |
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638,166 |
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The results reported above are final voting results.
Item 8.01. Other Events.
On May 17, 2017, the Company updated its Trustee compensation arrangements. A summary of the Companys currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Consistent with the Companys Trustee compensation arrangements, on May 17, 2017, the Company granted each of the Companys Trustees an award of 3,000 common shares of beneficial interest, $.01 par value, of the Company (the Common Shares) valued at $21.75 per share, the closing price of the Common Shares on The NASDAQ Stock Market LLC on that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Summary of Trustee Compensation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GOVERNMENT PROPERTIES INCOME TRUST |
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By: |
/s/ David M. Blackman |
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Name: |
David M. Blackman |
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Title: |
President & Chief Operating Officer |
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Date: May 22, 2017 |
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Exhibit 10.1
GOVERNMENT PROPERTIES INCOME TRUST
Summary of Trustee Compensation
The following is a summary of the currently effective compensation of the Trustees of Government Properties Income Trust (the Company) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the Board) or the Compensation Committee of the Board, as applicable.
· Each Independent Trustee receives an annual fee of $40,000 for services as a Trustee, plus a fee of $1,250 for each meeting attended. Up to two $1,250 fees are paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, are held on the same date.
· Each Independent Trustee who serves as a committee chair of the Boards Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $15,000, $10,000 and $10,000, respectively.
· Each Trustee receives a grant of 3,000 of the Companys common shares of beneficial interest on the date of the first Board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first Board meeting attended).
· The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred in connection with their attending certain continuing education programs.